Avatar: The Ultimate Heroes
by Ayame Himura-chan
Summary: It was a few months after Spider-Man and the gang graduated S.H.I.E.L.D Academy. But a bunch of people who said they can control the elements will rule the world, and no one will stop them. Spider-Man, Kid Arachnid, and Iron Fist didn't stand a chance against these people as they brought chaos throughout the world. It's up to a young man to stop these people and bring back peace.
1. Ch 1: Benders

_**Summary** ,_

 **It was a few months after Spider-Man and the gang graduated S.H.I.E.L.D Academy. But a bunch of people who said they can control the elements will rule the world, and no one will stop them. Spider-Man, Kid Arachnid, and Iron Fist didn't stand a chance against these people as they brought chaos throughout the world. It's up to a young man to stop these people and bring back peace. Spider-Man, Iron Fist and the rest of the Web Warriors to help this young man and restore peace to the world.**

* * *

 **Note: Ok guys, I want to establish this before you guys get butt hurt over this. I only watched a few episodes of Legend of Korra, so most of this would be head cannons. I know a little bits and pieces because of YouTube, but that's about it. Not only that, but this is the finally of Ultimate Spider-Man, so I recommend watching all of Ultimate Spider-Man and The Last Airbender before continuing onwards. I hope you enjoy and give some love to this Fiction.**

 **I do not own Avatar: The Last Airbender or Ultimate Spider-Man. I do own most of the OCs that will be here, which consist of more than half the characters. Enjoy.**

Avatar. When people hear that word, they think legends and heroes from the past of ancient Asia. An unexplainable event caused the four nations to become one, thus, making the Asian nation. Time continued on, and benders are no longer needed in this world. Martial arts were born from the bending, but these styles does not require anything special other than your Chi, your fist, and your technique. Nothing more, nothing less. Now, the Avatar is nothing more than a myth. Or so some think.

The Ultimate Spider-Man has nothing to worry about in the world. Both his new and old teams had separate ways, but still come together to get new team members to work under S.H.I.E.L.D. Scarlet Spider and Agent Venom-or Ben Riley and Flash Thompson- are helping him out with teaching the new students. Iron Spider- or Amadeus- is currently working under Tony Stark, the Iron Man. Kid Arachnid -or Miles Morales- just do rounds around the city of New York to see if anything is up.

His old team is doing fine as well. White Tiger is in the savannah, making sure no evil gets into the wildlife or ruin their ecosystems. Nova is with the Guardians of the Galaxy, doing missions and finding treasure throughout space. Power Man is also helping Spidey out with the school too. Iron Fist... Spidey actually has no clue to where he is. Danny suddenly told everyone he had to do something really important, then up and vanished on everyone, but kept sending messages, saying he's alright.

Spider-Man is just doing his rounds on the city since it's a holiday week. They can have a break from it all, but Peter just wants to relax and feel the NYC air as he swings on his webs and wall-crawls on the skyscrapers. Peter Parker sighed as he swings building to building. "What a nice day to be outside." He replies happily to himself. "Doc Ock changed his side to ours, no one trying to take over the world, and no one trying to-"

A crash could be heard nearby him. He web-slings to another building to see a man with a mask and a bag as Peter can hear the alarm ringing. He slouches in disappointment, "-rob a store." He sighs a tiny bit, but he isn't used to this already. It would be a walk in the park.

Before he could do anything, a smaller hero shot a web onto his back and hung him on the light post. Spidey's eyes widen when he saw a kid wearing a similar outfit as his, except it's black with red wed designs on it. It's Kid Arachnid, Pete thought as he sees Miles jumping to his side. "Yo, Spidey." He greeted his friend with a smile. Soon, the two both started web-slinging along side each other.

"Yo, yourself, Kid Arachnid. So how's it been?" Spider-Man laughs as he does some flips and trick as he swings.

Miles shrugs, replying, "Nothing much. Just getting people into jail for stealing. The usual stuff." Everything feels so good.

Then, screaming came from the streets of New York. Their eyes widen as the ground is literally rising and water is moving like a whip! They know it's trouble, but they have some idea who it may be. Instead of staying still for any longer, they gotten themselves into the fray. They see people running from nine people. each one wearing the same uniform, but with different coloration. They're wearing a cloak with a mask covering their mouths, hiding their faces with different symbols on the back with a black veil hiding their eyes. The cloaks were a certain color, with lighter colors on the ends of the hoods and sleeves. They also have pants with darker tones of their cloaks.

One pair have a deep blue coloration to their clothing, like how you see in with water. These clad of people have a symbol that's also blue with a crescent moon on the left side with three waves, as if water is flowing. Another pair has forest green uniforms with their symbol being a simple one; green circle with a square in the middle. The next pair are wearing clad of red. Their symbol is fiery red with a black flames on it. The last two had yellow-orange, with the ends being orange and their pants also being yellow-orange and their symbols being a sky blue with a swirl.

The last one is different. This person only had black on. Nothing more, nothing less. There was no symbol on him either. Spider-Man went behind them, and ready to web them up. "Hey Dark, Emo, and Mysterious guys. Look-"

Then one of the green clad guys raised his hands and fist to strike it on the ground, causing a fissure. He blinked for a moment, to have his Spider Senses helped him out. He sees the ground rise up to hit him. It was spiked too! He twists his body to barely dodge out of the way. Peter web-slanged back to higher grounds.

"Woah. You don't see that everyday." He shouts as Miles tries to go for it this time. He tries to kick one of them, to only be blasted by a gust of wind. They recoil, one of the red uniformed guys blasts Kid Arachnid and Spider-Man.

Miles got out the way this time, but not Spidey. One blast of flames shot on his web he was slinging on and other was aimed for him. The other green one shot out a bolder to dodge it. He felt his spider sense coming up and feels something hot on his back. The smell of burning flesh went straight into Spidey's nose as his back stung like hell! "ARRG!" He cried out in pain as he begins to plummet to the ground.

"Spidey" Miles cries out as he webbed shot out his own webbing to save his friend. He got shot in the back by a gust of wind as the pain made him close his eyes and have him fly off. He open his eyes to find he's about to hit a spike that risen off the ground. Quickly as he can, Kid Arachnid webbed him a cushion to stop himself from being pierced. "What the-?"

Spider-Man landed safely to only get a whiplash by water. He soon webbed the two green clad people while they weren't looking to have the red clad people surround him. This wasn't looking good for him. Pete's down, and there's six against one. He can't help but stay still. He slowly gets up to be surrounded by them. "Oh great."

Suddenly, he heard a familiar voice from the distance. "KYAAAA!" A punch came from the air and hit the red clad people. Miles' eyes widen when he sees it was Iron Fist! "Be careful with these foes. They're not ordinary fighters at all."

"Y-Yeah... we've noticed." He groaned as he webbed a red clad grunt and stick him onto a lamp post.

"But who are they?" Spider-Man finally asks as he tries to dodge lashes of fire, water, and air.

Danny punched a blue clad grunt and retaliate a red one. "These people are benders. Benders can control one of the four main elements; Water, Earth, Fire, and Air. Bending was a lost art, but somehow, they came back." He explains as he got another one.

"Control four elements? How?" the smaller Spidey asks, webbing to safety.

Iron Fist strikes the other red uniform grunt and back fist am orange one. Spider-Man dodges out of the way of the water whipping all over the place. Danny explained, "It's because they're almost like me. They can use Chi, but unlike me, they can use it to control the four elements, bend their every will. People can use their movements just as easily, but they can't bend like they can."

Kid Arachnid came from behind and kicked another orange grunt in the air and knocked him out with a sucker punch before he could shoot out a gust of wind. Spider-Man webbed the two red grunts, but they destroyed it with their flames. They were about to blast Spidey, but then Danny gave one of them a strike in the gut. While the one standing tried to strike Peter again, he picked up the bolder from the residue of their destruction and throw it at the Firebender. There were only three left, but they didn't see how he fought. It didn't stop Spider-Man and his teammates from giving him a beating of the lifetime.

"You," the black one pointed to Iron Fist. "You said that bending is a lost art! You know why it became instinct, so why are you trying to stop us?"

Spider-Man glared at the black clad. He soon became curious to what the black clad person is even saying. He whispers to Danny, still keeping an eye on the enemy. "Iron Fist. What is he talking about? A reason why?"

"I will explain to you later. This has to stop now-

The black person growled and shout at them, "Explain later!? The benders are going instinct because of selfish people who use them as slaves for their companies and machines! The Avatar will return and he will lead us to victory of this revolution!"

"Avatar?" Kid Arachnid questioned.

"It doesn't matter!" the red and blue hero yells out, snapping out of everyone's confusion. "You're endangering innocent people for your own selfish desires! We're stopping you."

Silence came from the three opposing people. They gave out and eerie feeling that's making them shiver. Iron Fist is going into a defensive position and Spidey, ready to fight the guys. "So be it." The black one said as he got out two amulets. He threw it to the two blue clad grunts and they ready themselves.

Without another word, the three heroes went in to strike them. Then, a step later, they couldn't move! It feels as if their muscles couldn't function the way they wanted. Spider-Man's and Kid Arachnid's spider senses are going completely nuts. They begin to panic, but they can barely do anything. Their bodies twist and turned in ways they didn't know was possible.

The blue clad people are positioning their hands differently than usual, yet it was the same technique that they used to control the water. It was as if they're controlling the heroes' bodies. Their every will and movements. They saw the black clad person whisper to them, then, threw tiny objects in the air. Puffs of smoke covered the area as the heroes did nothing to stop them. Everyone was gone, but the blue clad grunts as they played with their bodies like puppets as they pleased.

"W-hat's happening?" Spider-Man grunted as his arms and legs twisted in opposite directions. He also feels his chest rising, as if a psychic force is picking him up. He sees Danny almost being lifted up in the air while Kid Arachnid is actually being hanged upside-down. They're doomed if nothing is done! How are they going to get out of this mess?

Out of nowhere, someone shouts out, "Hey! Over here!"

A blue light went came down at sonic speed and blasted the ground near them. It didn't reach the blue clad people, but then missiles came in and almost got them. The three are finally free from whatever control their enemy had on them. They look to see the rest of the Web Warriors saved them! The two wearing the blue uniform backed away, now it's six vs two now. One of them growled.

"You're not getting away! It us against you two!" Agent Venom shouts out to the two.

They backed away from them, finally getting cornered. There were whispers from them, but the heroes couldn't tell. Then, Scarlet Spider smirked, "Hey, ya gonna stand there or face us?"

They two nodded to each other. Soon, they threw the same small object to the ground and smoke flew everywhere. It lasted for a few moments until it finally lifts up. The two people are gone! Yet they can finally relax, but for this moment.

Spider-Man still has more questions to as Iron Fist. He went up to him. "Danny. What on earth do they mean by 'the Avatar will lead us to victory'?"

"I know I have a ton of explaining to do, but we have to hurry, and get to the Avatar before they do." He explains as he walks to the direction of S.H.I.E.L.D. Academy. Everyone looked to each other and follows Daniel.

Iron Spider replies, "That doesn't answer his question." Amadeus then used his electronic legs to face him, but he still continues to walk, but faster this time. Iron Spider started to get really impatient with him, so he waves his hand in front of his face, "Earth to Iron Fist! We want an-"

"But there is no time!" He screamed at Amadeus' face, speed walking at this point. He automatically put his hands up. The 7th smartest person went behind Spider-Man and walked with him. **(Not yaoi scene. Hate to rant again, but some fail to realize Amadeus and Miles are 13! It just drives me f*cking nuts that some of my RL friends don't realize that.)**

Scarlet Spider shrugs as he's behind the group. "Yeah? What of it?"

"Danny! We need answers now! What's so important about this 'Avatar' guy?" Spidey half begged and half yelled. Danny's the only one who knows what the hell is going on here, but they need answers as much as he's rushing to get this 'Avatar' person.

He stopped in his tracks to look down. It wasn't like him to get in a panic like this, and he shouldn't have yelled at the kid. He finally asks Miles and Peter, "You remember how I said that those benders can control one of the four elements?"

"Oh yeah. You did mention something like that." Miles pointed out. "But what does the Avatar have to do with it?"

"The Avatar is very special." He begins to walk again, but to walk at a pace where everyone can follow. "The Avatar has the ability to control all the elements. So he can control Water, Earth, Fire, and Air, but when one Avatar dies off, then the next one is born to the next element, reincarnated from the one who died."

"Reincarnation? Don't be ridiculous. There's a high calculation that does not exist. Chi, I get, but anything that has to do with magic and supernatural doesn't." Cho said in a matter-of-fact tone. Of course, even if he's one of the younger ones out of the group, he's the realist out of them all. If anything, Peter doesn't blame him one bit at all. He didn't believe in magic till it was in front of him for about an hour and basically got attacked by a magic attack to even believe it was real. Peter does not blame him at all.

Danny soon tells them, "Magic is very much real. Avatar Korra, a Water tribe girl, saved many with her abilities as the Avatar. The world was in quite a crisis. Before we were even born. She died of old age about 20 years ago, and the tradition of finding the next Avatar vanished because of the peace she brought to it. Now, these benders are trying to disrupt the peace, and gain the Avatar to their side."

"Ok, I get this is a 'Crisis of the Century'," Scarlet Spider replies as he went in front of Iron Fist. This time, he stopped to actually listen to what he has to say. "But do you know anything about the next Avatar, or who this person is?"

Daniel nods to Ben's question. Venom then asks him, "Really? Then you know where he is?"

"Kind of." He somewhat answers. He looks down to try to recollect some of what he knows. "Avatar Korra is Water tribeswoman, so that means that the next Avatar is an Earth tribesman... or woman. Since she died about 20 years ago, then the Avatar is in his early 20s or late teens. And I've been doing research. There actually been siting of Earthbenders in South Carolina. But no matter what happens, we must get to the Avatar first, or else the whole world will become chaotic as before."

* * *

In the boonies of a rural area, a young man with his dark hair in a bun walks onto a path that only he, alone, knows about. It lead to a pitch black cave that can devour a ton of light in it. Sweat drenched his tan face from the work he done on the farm his mom owns as he smiles in excitement and relief. His forest green eyes shown a child-like excitement as he enters in the dark cave alone, allowing his whole body be covered by that light devouring darkness as he laughs cheerfully.


	2. Ch 2: Domination of the World

**(Ok, I may have slight favoritism to Amadeus Cho, but surely, I will give the others love too, trust me. I have plans for them, and they're in it for a long ride.)**

 **11 years ago**

There was the same young man as before, but his hair shorter and smaller in stature. He's at the same cave, but this seems to be the first time he ever step foot into it. He loves adventure, making him an adventurous boy himself. He takes pride in that. It didn't matter to him if people think that he's strange or off-putting. Even his own mother doesn't like that he can't stay in one place for an hour or so, maybe even less. He's happy, anyways, so why does it even matter what other's think?

He skipped his way into the cave as the darkness went around him, but even though he's young, he's always prepared. He wears this explorer outfit to make sure that he doesn't endanger himself. He is adventurous, but not stupid. The boy got out his flashlight to have the whole entire cave glow, just enough to see the walls, but when you see further into the cave, it eats all of the light it shows. He continues onwards to see if he could make this cavern into a secret hideout or a base for him and his friends to hang out.

This cave went on forever, it seems, but in his mind, it just meant that there's more to explore. At the same time, it was odd. Usually caves or tunnels run out of air to breathe as you go further in. This cave, however, seems to have enough oxygen for many. His breathing is smooth and as a soft kitten's. He wants to know more about this cave, but he thought that it was getting too late for him. He didn't want to miss this place, so he used one of his tools to mark where he was at, and walked back to his home.

The next day, he got his equipment and tools for the cave exploration, making all set for another adventure, however, was different than usual. As he enters the cave, it seems it has many twists and turns throughout the whole cave. It made him wonder if this is even the same exact cave he entered the day before. Instead of questioning it, he found his spot that he placed on the walls of the caves was actually closer to the entrance than he realized. Even at the age of ten, he knew this wasn't a mere coincidence.

He feels the edges of the walls to feel... something. It was light, yet firm like a heartbeat. It made him even more interest in the cave, so he walked to explore further to only fallen in a hole that wasn't there like the last time. He was sliding everywhere that he could imagine, but this was getting more creepy than fun at that moment. He landed, safely, of course, but that also caused him a problem. Now, in the unknown, with no signs of light coming out here.

Maybe if he continues to walk, he will find a way. Yet it was chilly in there, and he can feel himself shivering like crazy. What's worse that he lost his flashlight the way down here, so he has no light to see where he's at. He just thought of the positives instead, because if he dread on the negatives, then he will surely be doomed. He walks down the path, unsure, cautious, but confidently.

All of that confidence went away when he heard noises coming from the other side of the cave. He can feel all the colors drain form his face as the noises continue to get closer and closer to him. He couldn't move, nor he can even shiver. Ge slowly looks to the direction of the noises to only scream. Then, he was enveloped by warmth. Whatever these things are, they're fur is soft and warm. He begin to realize how sleepy he is until he feels his green eyes getting heavy. He allowed himself to be drowned by this warmth. Falling into a deep, unknown that today was the day that changed his fate.

* * *

 **Present Day**

Danny, Peter and the other Web Warriors are in the Spider Bot (I know they use something else, but that's the only machine they used I can remember). It was explained to them that this wasn't just happening in New York. It was going on around the world! That little piece of information shocked everyone, but Amadeus. He basically explain to everyone that with Stark, he's been seeing all of these events happening around the world. They thought they were mutants, but the way Danny explained who these people are told them another story.

That's not the only thing happening. They found that some of the Avengers actually got captured by these people. The blue clad people captured Black Widow and Captain America one night, the red clad guys gotten Thor and Hulk, the green clad people gotten Iron Man, and the orange clad captured Hawkeye and Falcon. They thought they couldn't be captured, but it seems like those blue clad people, they can control other things too like lightning and metal! They can also fly for crying out loud!

These people seem impossible to even stop. If the Avengers can't stop them, then who will? Danny keeps saying the Avatar will help them, but the only information that they have is that he's in North Carolina and he's in his twenties. That's it, but the only bright side about this is, that it's not on the other side of the world or he's with any of the benders like so. Even so, Danny is right. Their only hope was the Avatar.

Amadeus was in a bad mood too, he wasn't really paying attention to anything/ Not only that, but he was also spacing out. Spidey went up to him and ask, "Hey Cho. Are you alright?"

He looked back to the Spidey. With a sigh, he says, "It's nothing."

Spidey was not convinced. He gave Iron Spider a look like how a mother would give to their child. He groaned at his stare. It's not only him that feels like everything is tense around here. Even Scarlet Spider is a bit shaken up from what they heard about. With these people out there and Amadeus worrying for her grandmother, not wonder everyone is tense around here. They should get to the Avatar as fast as they can, before the benders get their hands on him.

No sooner or later, they found themselves in in North Carolina's border. He shouts out, "We're here!" Spidey pointed straight ahead while the others look to that direction. This is it. It's time for them to find the Earthbender.

The ship landed and everyone exited out to see the heated land before them. It wasn't dry weather, but it was very heated. Danny is their guide. They landed in a secluded area where no one can see them either. They al agreed not to have their uniforms on so they can investigate the area easily than actually having to sneak around to get easy evidence.

The time is now to look for the Avatar. If they can't stop these Benders, then who will?


End file.
